Under previous Companies legislation it was necessary for all companies both public and private to have a Company Secretary.

The provisions of the new Companies Act, which comes into effect on 6 April, alter this position.

While public companies will still be required to have a Company Secretary, private companies will no longer be obliged to do so.

If, however, there is an express obligation to have a Secretary in the company's Articles of Association then the Articles will need to be amended by a special resolution before the company can choose to operate without a Secretary.

It is anticipated that despite the new provisions many private companies will retain the position of Secretary as the administrative functions of a private company will still have to be completed. Thus, if a private company removes the position of Secretary then a director or (from 1 October 2009) any other person authorised by the directors will have to do the tasks that a Secretary was formerly authorised to carry out. It may be more convenient for private companies in terms of the company's administration to simply retain the status quo.

Where the ability to abolish the role of Secretary may be most useful is for small private companies with only one director, who from the 6 April can carry out the duties of a secretary, making the administration of the company more convenient.

For private companies that choose to retain a Secretary there are only minor changes to the Secretary's duties: the requirements to keep an up to date register of Secretaries and to keep the register open to inspection remain. The most notable of the minor changes is that, from 1 October 2009, the details of a Secretary who is a individual to be kept in the register will change.

To protect privacy, the individual will no longer be required to state their usual residential address but may use a service address such as the company's registered office. Former names, including maiden names for married women, will need to be included in the register.

Ailsa Mapplebeck is an associate specialising in corporate finance with law firm Shepherd and Wedderburn LLP. Tel: 0141 566 7225